Release of Guarantor. Upon (i) the release of all guarantees by a Guarantor of any Indebtedness of the Company and the release of all Liens on the property and assets of such Guarantor securing such guarantees or (ii) the sale or disposition (whether by merger, sale of stock or otherwise) of a Guarantor (or substantially all of its assets) to an entity which is not a Subsidiary of the Company which is otherwise in compliance with this Indenture (and providing that the guarantees and Liens referred to in the foregoing clause (i) are also released at such time), and in each such case, the delivery to the Trustee of an Officers’ Certificate and an Opinion of Counsel, each stating that all such conditions in the foregoing clause (i) or (ii), as the case may be, have been complied with, such Guarantor shall be deemed released from all of its obligations under this Indenture and its Guarantee. In the event that a Restricted Subsidiary Guarantor ceases to be obligated to be a Guarantor pursuant to the provisions under Section 4.17, as long as no Default or Event of Default is existing or will result therefrom, it shall be released from its obligations under this Indenture and its Guarantee.
Appears in 8 contracts
Samples: Indenture (Lamar Media Corp/De), Indenture (Lamar Advertising Co/New), Indenture (Lamar Media Corp/De)
Release of Guarantor. Upon A Guarantor shall be released from all of its obligations under its Guarantee hereunder upon:
(i) the release of all guarantees by a Guarantor of any Indebtedness sale, disposition or other transfer (including through merger, amalgamation or consolidation) of the Company and Capital Stock (including any sale, disposition or other transfer following which an applicable Guarantor is no longer a Restricted Entity), or all or substantially all the release assets, of all Liens on the property and assets of applicable Guarantor if such Guarantor securing such guarantees sale, disposition or other transfer is made in compliance with this Indenture;
(ii) the sale or disposition (whether by merger, sale of stock or otherwise) of Issuers designating a Guarantor to be an Unrestricted Entity in accordance with Section 4.08 and the definition of “Unrestricted Entity”; or
(iii) the Issuers’ exercise of their legal defeasance option or substantially all of its assets) to an entity which is not a Subsidiary covenant defeasance option set forth in Section 9.02 and Section 9.03, or if the Issuers’ obligations under the Indenture are discharged in accordance with the terms of the Company which is otherwise in compliance with this Indenture (and providing that the guarantees and Liens referred to in the foregoing clause (i) are also released at such time), Indenture; and in each such case, the delivery Guarantor delivering to the Trustee of an Officers’ Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to such conditions in the foregoing clause (i) or (ii), as the case may be, transactions have been complied with. Notwithstanding the foregoing, such Guarantor shall be deemed released from all upon designation of its obligations under this Indenture and its Guarantee. In the event that a Restricted Subsidiary Guarantor ceases to be obligated to be as an Unrestricted Entity, such Restricted Subsidiary shall, by execution and delivery of a Guarantor pursuant to the provisions under Section 4.17supplemental indenture, as long as no Default or Event of Default is existing or will result therefrom, it shall be released from its obligations under this Indenture and its Guaranteeany Guarantee previously made by such Restricted Subsidiary.
Appears in 4 contracts
Samples: Indenture (Skyterra Communications Inc), Indenture (Skyterra Communications Inc), Indenture (Skyterra Communications Inc)
Release of Guarantor. Upon (i) the release of all guarantees by a Guarantor of any Indebtedness of the Company and the release of all Liens on the property and assets of such Guarantor securing such guarantees or (ii) the sale or disposition (whether by merger, sale of stock or otherwise) of a Guarantor (or substantially all of its assets) to an entity which is not a Subsidiary of the Company which is otherwise in compliance with this Indenture (and providing that the guarantees and Liens referred to in the foregoing clause (i) are also released at such time), and in each such case, the delivery to the Trustee of an Officers’ Certificate and an Opinion of Counsel, each stating that all such conditions in the foregoing clause (i) or (ii), as the case may be, have been complied with, such Guarantor shall be deemed released from all of its obligations under this Indenture and its GuaranteeGuarantor. In the event that a Restricted Subsidiary Guarantor ceases to be obligated to be a Guarantor pursuant to the provisions under Section 4.17, as long as no Default or Event of Default is existing or will result therefrom, it shall be released from its obligations under this Indenture and its Guarantee.
Appears in 3 contracts
Samples: Indenture (Lamar Advertising Co/New), Indenture (Lamar Advertising Co/New), Indenture (Lamar Advertising Co/New)
Release of Guarantor. Upon (i) the release of all guarantees by a Guarantor of any Indebtedness of the Company and the release of all Liens on the property and assets of such Guarantor securing such guarantees or Indebtedness or (ii) the sale or disposition (whether by merger, sale of stock or otherwise) of a Guarantor (or substantially all of its assets) to an entity which is not a Subsidiary of the Company which is otherwise in compliance with this Indenture (and providing that the guarantees and Liens referred to in the foregoing clause (i) are also released at such time), and in each such case, the delivery to the Trustee of an Officers’ ' Certificate and an Opinion of Counsel, each stating that all such conditions in the foregoing clause (i) or (ii), as the case may be, have been complied with, such Guarantor shall be deemed released from all of its obligations under this Indenture and its GuaranteeGuarantor. In the event that a Restricted Subsidiary Guarantor ceases to be obligated to be a Guarantor pursuant to the provisions under Section 4.17, as long as no Default or Event of Default is existing or will result therefrom, it shall be released from its obligations under this Indenture and its Guarantee.
Appears in 2 contracts
Samples: Indenture (Lamar Advertising Co/New), Indenture (Lamar Media Corp/De)
Release of Guarantor. Upon (i) the release of all guarantees by a A Guarantor of any Indebtedness of the Company and the release of all Liens on the property and assets of such Guarantor securing such guarantees or (ii) the sale or disposition (whether by merger, sale of stock or otherwise) of a Guarantor (or substantially all of its assets) to an entity which is not a Subsidiary of the Company which is otherwise in compliance with this Indenture (and providing that the guarantees and Liens referred to in the foregoing clause (i) are also released at such time), and in each such case, the delivery to the Trustee of an Officers’ Certificate and an Opinion of Counsel, each stating that all such conditions in the foregoing clause (i) or (ii), as the case may be, have been complied with, such Guarantor shall be deemed released from all of its obligations under this Indenture and its Guarantee. In the event that a Restricted Subsidiary Guarantor ceases to be obligated to be a Guarantor pursuant to the provisions under Section 4.17, as long as no Default or Event of Default is existing or will result therefrom, it shall be released from its obligations under this Article 10 (other than any obligation that may have arisen previously under Section 10.07) upon the earliest to occur of:
(1) the designation of such Guarantor as an Unrestricted Subsidiary to the extent permitted by this Indenture,
(2) in the case of any Restricted Subsidiary that after the Issue Date is required to guarantee the Securities pursuant to Section 4.10, the release or discharge of the guarantee by such Restricted Subsidiary of the Indebtedness of the Company or Guarantor, as the case may be, or the repayment of the Indebtedness, in each case, which resulted in the obligation to guarantee the Securities,
(3) the sale or other disposition (including by way of consolidation or merger) of such Guarantor, in compliance with the terms of this Indenture, following which such Guarantor is no longer a Restricted Subsidiary,
(4) the sale or other disposition of all or substantially all of the assets of such Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary if such sale or other disposition is made in a manner not in violation of this Indenture,
(5) defeasance of the Securities pursuant to Article 8, or
(6) the full satisfaction of the Company’s obligations under this Indenture (including pursuant to Section 8.01(a)). At the request of the Company, the Trustee shall execute and its Guaranteedeliver an appropriate instrument evidencing such release.
Appears in 1 contract
Samples: Indenture (ARKO Corp.)
Release of Guarantor. Upon A Guarantor shall be released from all of its obligations under its Guarantee hereunder upon:
(i) the release of all guarantees by a Guarantor of any Indebtedness sale, disposition or other transfer (including through merger, amalgamation or consolidation) of the Company and Capital Stock (including any sale, disposition or other transfer following which an applicable Guarantor is no longer a Restricted Entity), or all or substantially all the release assets, of all Liens on the property and assets of applicable Guarantor if such Guarantor securing such guarantees sale, disposition or other transfer is made in compliance with this Indenture;
(ii) the sale or disposition (whether by merger, sale of stock or otherwise) of Issuers designating a Guarantor to be an Unrestricted Entity in accordance with Section 4.08 and the definition of "Unrestricted Entity"; or
(iii) the Issuers' exercise of their legal defeasance option or substantially all of its assets) to an entity which is not a Subsidiary covenant defeasance option set forth in Section 9.02 and Section 9.03, or if the Issuers' obligations under the Indenture are discharged in accordance with the terms of the Company which is otherwise in compliance with this Indenture (and providing that the guarantees and Liens referred to in the foregoing clause (i) are also released at such time), Indenture; and in each such case, the delivery Guarantor delivering to the Trustee of an Officers’ Officer's Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to such conditions in the foregoing clause (i) or (ii), as the case may be, transactions have been complied with. Notwithstanding the foregoing, such Guarantor shall be deemed released from all upon designation of its obligations under this Indenture and its Guarantee. In the event that a Restricted Subsidiary Guarantor ceases to be obligated to be as an Unrestricted Entity, such Restricted Subsidiary shall, by execution and delivery of a Guarantor pursuant to the provisions under Section 4.17supplemental indenture, as long as no Default or Event of Default is existing or will result therefrom, it shall be released from its obligations under this Indenture and its Guaranteeany Guarantee previously made by such Restricted Subsidiary.
Appears in 1 contract
Samples: Indenture (Harbinger Capital Partners Master Fund I, Ltd.)